The setting is Bedford Falls, a small American town, in the 1940s. George Bailey is a man with big dreams. Since he was a boy, he wanted to travel the world, build giant bridges, and leave his "1 little town" behind.
However, George is a man of great 2. Every time he is about to leave, something happens that 3 him to stay and help others. When his father dies, George stays to run the "Bailey Building and Loan," a small bank that helps poor people buy their own homes. He 4 his college money so his brother can go instead. George is the 5 of the community, but he feels 6.
The villain of the story is Mr. Potter. He is a 7, cold-hearted businessman who owns almost everything in town---except for George's small bank. Potter wants to control the whole town and 8 the poor 9. George 10 his entire life fighting Potter to 11 the people of Bedford Falls.
George eventually marries his childhood sweetheart, Mary. They have a family and a 12 old house. Even though he is a hero to the town, George still feels like a failure because he never traveled, went to college, nor became wealthy.
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On Christmas Eve, a 13 strikes. George's Uncle Billy accidentally loses $8,000 of the bank's money. If the money isn't found, the bank will 14 and George will go to prison. 15, George goes to Mr. Potter for help. Potter 16 him and tells him he is "worth more dead than alive" because he has a life insurance policy.
Feeling 17, George stands on a bridge over a freezing river. He thinks the world would be 18 if he had never been born. Just as George is about to jump, a man named Clarence 19 and 20 George and stops him from jumping to his death. Clarence tries to 21 George that his life is worth living.
In order to convince George to live, Clarence 22 that he is an Angel. To make his 23, Clarence shows George what the world would be like if George had never been born.
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George and Clarence walk through the town, but it isn't Bedford Falls anymore. It is "Pottersville." Without George's kindness, the town is a dark, greedy place full of bars and mean people. George sees that his brother died as a child because George wasn't there to save him. He sees that the families he helped are now 24 or in jail. Most 25, he sees Mary, who is lonely and sad because she never met him.
George realizes that his life---though humble---had a massive 26. He begs Clarence, "Please, let me live again!" Suddenly, he is back on the bridge. It is snowy and beautiful. George runs through the streets, shouting "Merry Christmas!" to everyone he passes, even Mr. Potter. He doesn't care if he goes to jail; he is just happy to be alive.
When he gets home, the whole town arrives. They heard George was in trouble and they all 27 their own small 28 to help him. George realizes he is "the richest man in town" because of his friends.